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U.S. SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549


Form 40-F

|  |  |                                                                                                
|- |  | -----------------------------------------------------------------------------------------------
|o |  | REGISTRATION STATEMENT PURSUANT TO
    SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934       
| 
|þ |  | ANNUAL REPORT PURSUANT TO SECTION 13(a) OR
    15(d) OF THE THE SECURITIES EXCHANGE ACT OF 1934
| 
|  |  | For the fiscal year ended December 31,
    2003                                                

Commission File Number 1-4307

Husky Energy Inc.

(Exact name of Registrant as specified in its
charter)


|                                                                      |  |                                                              |  |                                         
|--------------------------------------------------------------------- |  | ------------------------------------------------------------ |  | ----------------------------------------
|Canada                                                                |  | 1311                                                         |  | Not applicable.                         
|(Province or other jurisdiction of
    incorporation or organization) |  | (Primary Standard Industrial
    Classification Code Number) |  | (I.R.S. Employer
    Identification No.)

707  8 Avenue S.W.

PO Box 6525 Station D


Calgary, Alberta, Canada
T2P 3G7


(403) 298-6111


(Address and telephone number of
Registrants principal executive offices)


CT Corporation System

111 Eighth Avenue, New York, New York
10011


(212) 894-8400


(Name, address (including zip code) and
telephone number


(including area code) of agent for service in
the United States)


Securities registered or to be registered
pursuant to Section 12(b) of the Act:

None


Securities registered or to be registered
pursuant to Section 12(g) of the Act:

None


Securities for which there is a reporting
obligation pursuant to Section 15(d) of the Act:

None


For annual reports, indicate by check mark the
information filed with this Form:

þ Annual
information
form          þ
Audited annual financial statements


Indicate
the number of outstanding shares of each of the issuers
classes of capital or common stock as of the close of the period
covered by the annual report:

The Registrant had 422,175,742 Common Shares
outstanding at December 31, 2003


Indicate
by check mark whether the Registrant by filing the information
contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b)
under the Securities Exchange Act of 1934 (the Exchange
Act). If Yes is marked, indicate the filing
number assigned to the Registrant in connection with such
Rule.     Yes o          No þ

Indicate
by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Exchange Act during the preceding 12 months (or for such
shorter period that the Registrant was required to file such
reports) and (2) has been subject to such filing
requirements for the past
90 days.     Yes þ          No o

This
Annual Report on Form 40-F shall be incorporated by
reference into the Registrants Registration Statement on
Form F-9 (File No. 333-89714).











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Except where otherwise indicated, all dollar
amounts stated in this Annual Report on Form 40-F are
Canadian dollars.

Principal Documents

The following documents have been filed as part
of this Annual Report on Form 40-F:



|   |                        
|-- | -----------------------
|A. | Annual Information Form

For our Annual Information Form for the year
ended December 31, 2003, see Exhibit 1 of this Annual
Report on Form 40-F.



|   |                                        
|-- | ---------------------------------------
|B. | Audited Annual Financial
    Statements

For our consolidated audited financial statements
for the year ended December 31, 2003, including the report
of independent chartered accountants with respect thereto, see
Exhibit 2 of this Annual Report on Form 40-F. For a
reconciliation of important differences between Canadian and
United States generally accepted accounting principles, see
Note 20 of the Notes to the Consolidated Financial
Statements.



|   |                                         
|-- | ----------------------------------------
|C. | Managements Discussion and
    Analysis

For Managements Discussion and Analysis for
the year ended December 31, 2003, see Exhibit 3 of
this Annual Report on Form 40-F.

Controls and Procedures



|   |                                       
|-- | --------------------------------------
|A. | Disclosure Controls and
    Procedures

The Registrants Chief Executive Officer and
Chief Financial Officer (its principal executive officer and
principal financial officer, respectively) have concluded, based
on their evaluation as of the end of the period covered by this
Annual Report on Form 40-F (the evaluation
date), that the Registrants disclosure controls and
procedures are effective to ensure that information required to
be disclosed by it in reports filed or submitted by it under the
Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods
specified in the Securities and Exchange Commissions rules
and forms, and includes controls and procedures designed to
ensure that information required to be disclosed by it in such
reports is accumulated and communicated to the Registrants
management, including its Chief Executive Officer and Chief
Financial Officer, as appropriate to allow timely decisions
regarding required disclosure.



|   |                                                         
|-- | --------------------------------------------------------
|B. | Changes in Internal Control Over Financial
    Reporting

There have been no significant changes to the
Registrants internal control over financial reporting or
in other factors that could significantly affect internal
control over financial reporting subsequent to the evaluation
date and prior to the filing date of this Annual Report on
Form 40-F.

Audit Committee Financial Expert

The Registrants Board of Directors has
determined that Martin J. Glynn is an audit committee
financial expert serving on its audit committee (as defined in
paragraph 8(b) of General Instruction B to
Form 40-F). Mr. Glynn is currently the President and
Chief Executive Officer of HSBC Bank USA. For a
description of Mr. Glynns relevant experience in
financial matters, see Mr. Glynns five year history
in the section Directors and Officers in the
Registrants Annual Information Form for the year ended
December 31, 2003, which is filed as Exhibit 1 to this
Annual Report on Form 40-F.

Code of Ethics

The Registrants code of ethics is disclosed
in its Code of Business Conduct, which is applicable to all its
employees, and is posted on its website at www.huskyenergy.ca.
In the event that the Registrant:



| |     |                                                                                                                                                                                                                                                                                                                                                                                                 
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) | amends any provision of its Code of Business
    Conduct that applies to the Registrants principal
    executive officer, principal financial officer, principal
    accounting officer or controller or persons performing similar
    functions that relates to any element of the code of ethics
    definition enumerated in paragraph (9)(b) of General
    Instruction B to Form 40-F, or



| |      |                                                                                                                                                                                                                              
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) | grants a waiver, including an implicit waiver,
    from a provision of its Code of Business Conduct to any of the
    Registrants principal executive officer, principal
    financial officer, principal accounting officer

2



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| |  |                                                                                                                                                                                                        
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | or controller or persons performing similar
    functions that relates to any element of the code of ethics
    definition as enumerated in paragraph (9)(b) of General
    Instruction B to Form 40-F.

the Registrant will disclose on its website any
amendment to, or waiver of, a provision of its Code of Business
Conduct within five business days following the date of any such
amendment or waiver that relates to the items set forth above.
Such disclosure will specifically describe the nature of the
amendment or waiver, and will, in the case of a waiver, name the
person to whom the waiver was granted.

Principal Accountant Fees and
Services

The following table provides information about
the fees billed to the Registrant for professional services
rendered by KPMG LLP, the Registrants principal
accountant, during fiscal 2003 and 2002:

|                   |  |                |     |      |  |  |     | 
|------------------ |  | -------------- | --- | ---- |  |  | --- | 
|                   |  |               
|                   |  | Aggregate fees
|                   |  | billed by the 
|                   |  | Principal     
|                   |  | Accountant    
|                   |  |               
|                   |  | 2003           |     | 2002
|                   |  |                |     |     
|                   |  |               
|                   |  | ( $ thousands)
|Audit fees         |  |                | 630 |      |  |  | 464 | 
|Audit-related fees |  |                | 24  |      |  |  | 67  | 
|Tax fees           |  |                | 196 |      |  |  | 90  | 
|All other fees     |  |                | 33  |      |  |  | 79  | 
|                   |  |                |     |      |  |  |     | 
|                   |  |                | 883 |      |  |  | 700 | 
|                   |  |                |     |      |  |  |     | 

Audit Fees.Audit
fees consist of fees for the audit of the Registrants
annual financial statements or services that are normally
provided in connection with statutory and regulatory filings or
engagements.

Audit-Related Fees.Audit-related services included audit of certain subsidiaries
and financial aspects of the Registrant.

Tax Fees.Tax fees
included tax planning and various taxation matters.

All Other Fees.Other services provided by the Registrants principal
accountant, other than audit, audit-related and tax services,
included advisory services associated with the Sarbanes-Oxley
Act of 2002.

The Registrants Audit Committee has the
sole authority to review in advance, and grant any appropriate
pre-approvals, of all non-audit services to be provided by the
independent auditors and, in connection therewith, to approve
all fees and other terms of engagement.

Off-Balance Sheet Arrangements

See the Registrants Managements
Discussion and Analysis for the year ended December 31,
2003, which is filed as Exhibit 3 to this Annual Report on
Form 40-F.

Disclosure of Contractual
Obligations

In the normal course of business the Registrant
is obligated to make future payments. These obligations
represent contracts and other commitments that are known and
non-cancellable.

|                                         |  |                         |       |       |  |       |       |      |  |            |       |  |  |  |     |  |  |  |       | 
|---------------------------------------- |  | ----------------------- | ----- | ----- |  | ----- | ----- | ---- |  | ---------- | ----- |  |  |  | --- |  |  |  | ----- | 
|                                         |  |                        
|                                         |  | Contractual Obligations
|                                         |  |                        
|                                         |  |                        
|                                         |  | Payment due by period  
|                                         |  |                        
|                                         |  |                         |       | 2005- |  | 2007- |       |     
|                                         |  | Total                   |       | 2004  |  | 2006  |       | 2008 |  | Thereafter
|                                         |  |                         |       |       |  |       |       |      |  |           
|                                         |  |                        
|                                         |  | ( $ millions)          
|Long-term debt                           |  |                         | 1,698 |       |  |       | 259   |      |  |            | 286   |  |  |  | 146 |  |  |  | 1,007 | 
|Capital securities                       |  |                         | 291   |       |  |       |      |      |  |            |      |  |  |  |    |  |  |  | 291   | 
|Operating leases                         |  |                         | 514   |       |  |       | 50    |      |  |            | 144   |  |  |  | 145 |  |  |  | 175   | 
|Firm transportation agreements           |  |                         | 1,788 |       |  |       | 236   |      |  |            | 443   |  |  |  | 369 |  |  |  | 740   | 
|Unconditional purchase obligations       |  |                         | 915   |       |  |       | 332   |      |  |            | 444   |  |  |  | 124 |  |  |  | 15    | 
|Exploration lease agreements             |  |                         | 497   |       |  |       | 47    |      |  |            | 120   |  |  |  | 97  |  |  |  | 233   | 
|Engineering and construction commitments |  |                         | 597   |       |  |       | 391   |      |  |            | 206   |  |  |  |    |  |  |  |      | 
|                                         |  |                         |       |       |  |       |       |      |  |            |       |  |  |  |     |  |  |  |       | 
|                                         |  |                         | 6,300 |       |  |       | 1,315 |      |  |            | 1,643 |  |  |  | 881 |  |  |  | 2,461 | 
|                                         |  |                         |       |       |  |       |       |      |  |            |       |  |  |  |     |  |  |  |       | 

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UNDERTAKING AND CONSENT TO SERVICE OF
PROCESS

Undertaking

The Registrant undertakes to make available, in
person or by telephone, representatives to respond to inquiries
made by the Commission staff, and to furnish promptly, when
required to do so by the Commission staff, information relating
to: the securities registered pursuant to Form 40-F; the
securities in relation to which the obligation to file an annual
report on Form 40-F arises; or transactions in said
securities.

Consent to Service of Process

A Form F-X signed by the Registrant and its
agent for service of process was filed with the Commission
together with the Registrants Annual Report on
Form 40-F for the fiscal year ended December 31, 2001.

Any change to the name and address of the agent
for service for service of process of the Registrant shall be
communicated promptly to the Securities and Exchange Commission
by an amendment to the Form F-X referencing the file number
of the relevant registration statement.

SIGNATURE

Pursuant to the requirements of the Exchange Act,
the Registrant certifies that it meets all of the requirements
for filing on Form 40-F and has duly caused this annual
report to be signed on its behalf by the undersigned, thereto
duly authorized.



| |                  
| | -----------------
| | HUSKY ENERGY INC.



| |     |                  
| | --- | -----------------
| | By: | /s/ NEIL D. MCGEE

| |                                                     
| | ----------------------------------------------------
| |                                                     
| | Name: Neil D. McGee                                 
| | Title:  Vice President & Chief
    Financial Officer



| |     |                      
| | --- | ---------------------
| | By: | /s/ JAMES D. GIRGULIS

| |                                                        
| | -------------------------------------------------------
| |                                                        
| | Name: James D. Girgulis                                
| | Title:  Vice President, Legal &
    Corporate Secretary

March 18, 2004

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EXHIBITS

|        |   |             |  |                                                                                                                                                                                                                                             
|------- | - | ----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |   | Description
|        |   |            
|        | 1 |             |  | Annual Information Form of the Registrant for the
    fiscal year ended December 31, 2003.                                                                                                                                                  
|        | 2 |             |  | Consolidated Audited Financial Statements of the
    Registrant for the year ended December 31, 2003, including
    a reconciliation to United States generally accepted accounting
    principles and Auditors Report to the Shareholders.
|        | 3 |             |  | Managements Discussion and Analysis of the
    Registrant for the year ended December 31, 2003.                                                                                                                                            
|        | 4 |             |  | Certification of Chief Executive Officer pursuant
    to Rule 13a-14(a) or 15d-14 of the Securities Exchange Act
    of 1934.                                                                                                               
|        | 5 |             |  | Certification of Chief Financial Officer pursuant
    to Rule 13a-14(a) or 15d-14 of the Securities Exchange Act
    of 1934.                                                                                                               
|        | 6 |             |  | Certifications of Chief Executive Officer
    pursuant to Rule 13(a)-14(b) and Section 1350 of
    Chapter 63 of Title 18 of the United States Code
    (18 U.S.C. 1350).                                                                   
|        | 7 |             |  | Certifications of Chief Financial Officer
    pursuant to Rule 13(a)-14(b) and Section 1350 of
    Chapter 63 of Title 18 of the United States Code
    (18 U.S.C. 1350).                                                                   
|        | 8 |             |  | Consent of KPMG LLP, independent accountants.                                                                                                                                                                                               
|        | 9 |             |  | Consent of McDaniel and Associates
    Consultants Ltd., independent engineers.                                                                                                                                                             

5